HAGEDORN JAMES 4

What Happened

• James Hagedorn, a reported 10% owner of Scotts Miracle‑Gro Co. (SMG), converted phantom stock/derivative units into common shares on March 30, 2026. The filing shows conversion/exercise of about 1,720 phantom units into shares and a related withholding of 637 shares to satisfy tax liabilities (withholding valued at $60.20/share, total $38,349). The filing also lists a derivative cancellation of ~1,720.158 units consistent with the conversion.
• Net of the withholding, Hagedorn appears to have acquired roughly 1,083 shares (1,720 acquired − 637 withheld). These transactions are routine corporate equity settlements rather than open‑market purchases or opportunistic sales.

Key Details

• Transaction dates: March 30, 2026; Form 4 filed April 1, 2026 (timely filing).
• Codes: M = exercise/conversion of derivative (phantom stock); F = payment of exercise price or tax liability (withholding).
• Specifics reported: Conversion/exercise of ~1,720 phantom stock units; 637 shares withheld at $60.20/share for taxes = $38,349. A derivative line reports 1,720.158 units cancelled (consistent with conversion).
• Shares owned after the transaction: not specified in the supplied filing data.
• Footnotes: The phantom stock units were the economic equivalent of one share each and were settled for whole common shares; phantom shares can be paid in cash post‑employment or transferred into alternative investments per the footnotes.

Context

• This was a conversion/settlement of phantom stock units, not an open‑market buy or sale. The withholding of shares to cover taxes is a common administrative step when equity awards are settled.
• As a 10% owner, Hagedorn is a significant shareholder; these transactions reflect award settlement and tax withholding rather than a discretionary market trade.